Conveyance and Assignment of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and all Reserve Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all scheduled payments of interest and principal due after the Cut-off Date (whether or not received) and all payments of interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date. In connection with such transfer and assignment of all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, the Depositor shall make a cash deposit to the Collection Account on the Closing Date in an amount equal to the Cash Deposit. The Depositor, concurrently with the execution and delivery hereof, does also hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase and Sale Agreement (other than its rights to indemnification pursuant to Section 4 thereof and rights to recovery of costs under Section 7 thereof). The Depositor shall cause the Reserve Accounts to be transferred to and held in the name of the Servicer on behalf of the Trustee as successor to the Mortgage Loan Seller and ____________________ In connection with the transfer and assignment of Mortgage Loans other than the ___________ Interest, the Depositor does hereby deliver to, and deposit with, the Trustee, with a copy to the Servicer, the following documents or instruments with respect to each Mortgage Loan so assigned: (i) the original of the related Note, endorsed by the Mortgage Loan Seller (or in the case of the seven Mortgage Loans originated by ULLICO, by ULLICO) in blank in the following form: "Pay to the order of ________________, without recourse" which the Trustee or its designee is authorized to complete and which Note and all endorsements thereof shall show a complete chain of endorsement from the Originator to the Mortgage Loan Seller; (ii) the related original recorded Mortgage or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the related original recorded Assignment of Mortgage from ________________ ________ to the Mortgage Loan Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original Assignment of Mortgage executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be the related original Assignment of Mortgage executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located); (iii) if the related security agreement is separate from the Mortgage, the original security agreement or a counterpart thereof, and if the security agreement is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original assignment of such security agreement from ____________________ to the Mortgage Loan Seller or a counterpart thereof and the related original assignment of such security agreement executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete; (iv) a copy of each Form UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property, together with a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement to the Mortgage Loan Seller from ____________________ and a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be a copy of each Form UCC-2 or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed); (v) the related original of the Loan Agreement, if any, relating to such Mortgage Loan or a counterpart thereof; (vi) the related original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (vii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original recorded Assignment of Leases, Rents and Profits or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the related original recorded reassignment of such instrument, if any, from _________ to the Mortgage Loan Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original reassignment of such instrument, if any, executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located) (any of which reassignments, however, may be included in a related Assignment of Mortgage and need not be a separate instrument); (viii) copies of the original Environmental Reports with respect to the Mortgaged Property made in connection with origination of such Mortgage Loan; (ix) if any related assignment of contracts is separate from the Mortgage, the original assignment of contracts or a counterpart thereof, and if the assignment of contracts is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original reassignment of such instrument from ____________________ to the Mortgage Loan Seller or a counterpart thereof and the related original reassignment of such instrument executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete; (x) with respect to the related Reserve Accounts, if any, a copy of the original of any separate agreement with respect thereto between the related Borrower and the Originator; (xi) the original letter of credit, if any, with respect thereto, together with any and all amendments thereto, including, without limitation, any amendment which entitles the Servicer to draw upon such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, and the original of each instrument or other item of personal property given as security for a Mortgage Loan possession of which by a secured party is necessary to a secured party's valid, perfected, first priority security interest therein, together with all assignments or endorsements thereof necessary to entitle the Servicer to enforce a valid, perfected, first priority security interest therein on behalf of the Trustee for the benefit of the Certificateholders; (xii) with respect to the related Reserve Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the Mortgage Loan Seller's security interest in such Reserve Accounts and all funds contained therein, together with a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement to the Mortgage Loan Seller from ____________________ and a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to any Mortgage Loan originated by ULLICO, there will be a copy of each Form UCC-2 or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed); and (xiii) copies of any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. In connection with the transfer and assignment of the ___________ Interest, the Depositor does hereby deliver to the Trustee, with a copy to the Servicer, with respect to the Interest, (i) the _________________ Certificate, (ii) a copy of the Agreement and (iii) copies of all releases of security interests relating to the Interest, such that the Trustee shall hold good and valid title to the ________ Interest, free and clear of any and all liens, encumbrances, pledges, charges or security interests of any nature. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete any Assignment of Mortgage delivered pursuant to clause (ii) above, any assignment of security agreement delivered pursuant to clause (iii) above, any Form UCC-2 or UCC-3 assignment delivered pursuant to clause (iv) and (xii) above, any reassignment of Assignment of Leases, Rents and Profits delivered pursuant to clause (vii) above and any reassignment of assignment of contracts delivered pursuant to clause (ix) above, in each case, by inserting the name of the Trustee as assignee and delivering to the Servicer (1) for recordation, (a) each Assignment of Mortgage referred to in Section 2.1(ii) which has not yet been submitted for recordation and (b) each reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.1(vii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) for filing, each UCC-2 or UCC-3 financing statement assignment referred to in Section 2.1(iv) and (xii) which has not yet been submitted for filing. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete the endorsement of the Note by inserting the name of the Trustee as endorsee. The Servicer shall, upon delivery, promptly submit for recording or filing, as the case may be, in the appropriate public recording or filing office, each such document. In the event that any such document is lost or returned unrecorded because of a defect therein, the Servicer shall use its best efforts to promptly prepare a substitute document for signature by the Depositor, Mortgage Loan Seller or ULLICO, as applicable, and thereafter the Servicer shall cause each such document to be duly recorded. The Servicer shall, promptly upon receipt of the original of each such recorded document (and in no event later than _____ Business Days following such receipt), deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.1, in those instances where the public recording office retains the original Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, after any such document has been recorded, the obligations hereunder of the Depositor shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Depositor or the Servicer will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Depositor or the Servicer shall promptly cause the UCC-1s, UCC-2s and UCC-3s referred to in Section 2.1(iv) and (xii) to be filed in the applicable public recording or filing office and upon filing will promptly deliver to the Custodian the related UCC-1, UCC-2 or UCC-3 with evidence of filing thereon. All original documents relating to the Mortgage Loans which are not delivered to the Custodian are and shall be held by the Trustee or the Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Trustee Mortgage File, such document shall be delivered promptly to the Custodian. If the Depositor cannot deliver any original or certified recorded document described in Section 2.1 on the Closing Date, the Depositor shall use its best efforts, promptly upon receipt thereof and in any case not later than __ days from the Closing Date, to deliver or cause to be delivered such original or certified recorded documents to the Custodian (unless the Depositor is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, in which case the Depositor or the Servicer shall notify the Custodian and the Trustee in writing of such delay and shall deliver such documents to the Custodian promptly upon the Depositor's or the Servicer's receipt thereof).
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Conveyance and Assignment of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust and does hereby sell, transfer, assign, set over and otherwise convey to the Trustee as trustee of such trust without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and all Reserve Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such conveyance expressly excludes any obligation whatsoever to fund the Additional Xxxxxxxx Xxxxx Note, which obligation has been retained by the Mortgage Loan Seller. Such transfer and assignment includes all scheduled payments of interest and principal due after the Cut-off Date (whether or not received) and all payments of interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans after (excluding the Cut-off Date. In connection with such transfer Additional Xxxxxxxx Xxxxx Note and assignment of all interest and principal due with respect to the Mortgage Loans Xxxxxx Class B Note) after the Cut-off Date, the Depositor shall make a cash deposit other than any such payments of interest or principal which were due on or prior to the Collection Account on the Closing Date in an amount equal to the Cash DepositCut-off Date. The Depositor, concurrently with the execution and delivery hereof, does also hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase and Sale Agreement (other than its rights to indemnification pursuant to Section 4 thereof and rights the right to recovery of costs under Section 7 thereof)certain transaction expenses, including certain estimated expenses, and the right to receive certain indemnification payments as set forth in Sections 1 and 5, respectively, of the Mortgage Loan Purchase and Sale Agreement. The Depositor (to the extent such Reserve Funds are transferred to the Depositor by the Mortgage Loan Seller in compliance with the Mortgage Loan Purchase and Sale Agreement) shall cause the Reserve Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Seller and ____________________ Seller. In connection with the transfer and assignment of its right, title and interest in the Mortgage Loans other than the ___________ InterestLoans, the Depositor does hereby deliver to, and deposit with, the Trustee, with a copy to the Master Servicer and the applicable Special Servicer, the following documents or instruments with respect to each such Mortgage Loan so assigned:(except that, with respect to the Group 1 Mortgage Loan, only the documents referenced in clauses (i), (xiv) and (xv) will be in the form of originals):
(i) the original of the related Note, endorsed by the Mortgage Loan Seller (or in the case of the seven Mortgage Loans originated by ULLICO, by ULLICO) in blank in the following form: "Pay to the order of ________________, without recourse" which the Trustee or its designee is authorized to complete and which Note and all endorsements thereof shall show a complete chain of endorsement from the Originator to the Mortgage Loan Seller;
(ii) the related original recorded Mortgage or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or and submitted for recording, the related original recorded Assignment of Mortgage from ________________ ________ to the Mortgage Loan Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or and submitted for recording and the related original Assignment of Mortgage executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be the related original Assignment of Mortgage executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located);
(iii) if the related security agreement is separate from the Mortgage, the original security agreement or a counterpart thereof, and if the security agreement is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original assignment of such security agreement from ____________________ to the Mortgage Loan Seller or a counterpart thereof and the related original assignment of such security agreement executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete;
(iv) a copy of each Form UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property, together with a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement assignment to the Mortgage Loan Seller from ____________________ filed with respect to any such financing statement and a copy of each Form UCC-2 or UCC-3 assignment, if any, assignment of any such financing statement executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be a copy of each Form UCC-2 or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed);
(v) the related original of the Loan Agreement, if any, relating to such Mortgage Loan or a counterpart thereof;
(vi) the related original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements theretoor riders thereto that were issued with or subsequent to the issuance of such policy;
(vii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original recorded Assignment of Leases, Rents and Profits or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or and submitted for recording, the related original recorded reassignment of such instrument, if any, from _________ to the Mortgage Loan Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or and submitted for recording and the related original reassignment of such instrument, if any, executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located) (any of which reassignments, however, may be included in a related Assignment of Mortgage and need not be a separate instrument);
(viii) copies of the original Environmental Reports with respect to the Mortgaged Property made in connection with origination of such Mortgage LoanProperty;
(ix) if any related assignment of contracts is separate from the Mortgage, the original assignment of contracts or a counterpart thereof, and if the assignment of contracts is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original reassignment of such instrument from ____________________ to the Mortgage Loan Seller or a counterpart thereof and the related original reassignment of such instrument executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete;
(x) with respect to the related Reserve Accounts, if any, a copy of the original of any separate agreement with respect thereto between the related Borrower and the Originator (and, if the Mortgage Loan Seller is not the Originator, together with assignments from the Originator to the Mortgage Loan Seller and from the Mortgage Loan Seller to the Trustee of the agreement);
(xi) the original of any other written agreement, instrument or document securing such Mortgage Loan, including, without limitation, originals of any guaranties with respect to such Mortgage Loan or the original letter of credit, if any, with respect thereto, together with any and all amendments thereto, including, without limitation, any amendment which entitles the Master Servicer to draw upon such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, and the original of each instrument or other item of personal property given as security for a Mortgage Loan possession of which by a secured party is necessary to a secured party's valid, perfected, first priority security interest therein, together with all assignments or endorsements thereof necessary to entitle the Master Servicer to enforce a valid, perfected, first priority security interest therein on behalf of the Trustee for the benefit of the Certificateholders;
(xii) with respect to the related Reserve Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the Mortgage Loan Seller's security interest of the applicable Originator in such Reserve Accounts and all funds contained therein, together with a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement assignment to the Mortgage Loan Seller from ____________________ filed with respect to such financing statement and a copy of each Form UCC-2 or UCC-3 assignment, if any, assignment of such financing statement executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to any Mortgage Loan originated by ULLICO, there will be a copy of each Form UCC-2 or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed); and
(xiii) the original of each assumption or substitution agreement, if any, with evidence of recording thereon, where appropriate (or a copy thereof certified by the related title insurance company, 66 public recording office or closing agent to be in the form in which executed or submitted for recording);
(xiv) with respect to the Group 1 Mortgage Loan only, the original of the Xxxxxx Servicing Agreement, together with the original assignment thereof by the Mortgage Loan Seller to the Depositor;
(xv) with respect to the Group 1 Mortgage Loan only, the original assignment of the Xxxxxx Servicing Agreement by the Depositor to the Trustee;`
(xvi) with respect to the Xxxxxxxx Xxxxx Loan only, an original counterpart of the Xxxxxxxx Xxxxx Intercreditor Agreement; and
(xvii) originals or copies of any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. In connection with the transfer and assignment of the ___________ Interest, the Depositor does hereby deliver to the Trustee, with a copy to the Servicer, with respect to the Interest, (i) the _________________ Certificate, (ii) a copy of the Agreement and (iii) copies of all releases of security interests relating to the Interest, such that the Trustee shall hold good and valid title to the ________ Interest, free and clear of any and all liens, encumbrances, pledges, charges or security interests of any nature. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete any Assignment of Mortgage delivered pursuant to clause (ii) above, any assignment of security agreement delivered pursuant to clause (iii) above, any Form UCC-2 or UCC-3 assignment delivered pursuant to clause (iv) and (xii) above, any reassignment of Assignment of Leases, Rents and Profits delivered pursuant to clause (vii) above and any reassignment of assignment of contracts delivered pursuant to clause (ix) above, in each case, by inserting the name of the Trustee as assignee and delivering to the Master Servicer (1) for recordation, (a) each Assignment of Mortgage referred to in Section 2.1(ii) which has not yet been submitted for recordation and (b) each reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.1(vii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) for filing, each UCC-2 or UCC-3 financing statement assignment referred to in Section 2.1(iv) and (xii) which has not yet been submitted for filing. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete the endorsement of the Note by inserting the name of the Trustee as endorsee. The Master Servicer shall, upon deliveryreceipt, promptly submit for recording or filing, as the case may be, in the appropriate public recording or filing office, each such documentdocument (other than the Notes) at the expense of the Mortgage Loan Seller. In the event that any such document is lost or returned unrecorded because of a defect therein, the Master Servicer shall use its best efforts to promptly prepare a substitute document for signature by the Depositor, Depositor or the Mortgage Loan Seller or ULLICOSeller, as applicable, and thereafter the Master Servicer shall cause each such document to be duly recordedrecorded at the expense of the Mortgage Loan Seller. The Master Servicer shall, promptly upon receipt of the original of each such recorded document (and in no event later than _____ Business Days following such receipt)document, deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.1, in those instances where the public recording office retains the original Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, after any such document has been recorded, the obligations hereunder of the Depositor shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Depositor or the Master Servicer will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Depositor or the Servicer shall promptly cause the UCC-1s, UCC-2s and UCC-3s referred to in Section 2.1(iv) and (xii) to be filed by the Master Servicer in the applicable public recording or filing office at the expense of the Mortgage Loan Seller and upon filing will promptly deliver to the Custodian the related UCC-1, UCC-2 or UCC-3 with evidence of filing thereon. All original documents relating to the Mortgage Loans which are not delivered to the Custodian are and shall be held by the Trustee or the Master Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Trustee Mortgage File, such document shall be delivered promptly to the Custodian. If the Depositor cannot deliver any original or certified recorded document described in this Section 2.1 on the Closing Date, the Depositor shall use its best efforts, promptly upon receipt thereof and in any case not later than __ 45 days from the Closing Date, to deliver or cause to be delivered such original or certified recorded documents to the Custodian (unless the Depositor is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, in which case the Depositor or the Master Servicer shall notify the Custodian and the Trustee in writing of such delay and shall deliver such documents to the Custodian promptly upon the Depositor's or the Master Servicer's receipt thereof). In addition to the foregoing, the Master Servicer shall deliver to the Trustee counterpart originals of each of the Initial Sub-Servicing Agreements and, promptly after the execution thereof, any amendment thereto.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp), Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Conveyance and Assignment of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and all Reserve Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all scheduled payments of interest and principal due after the Cut-off Date (whether or not received) and all payments of interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date. In connection with such transfer and assignment of all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, the Depositor shall make a cash deposit to the Collection Account on the Closing Date in an amount equal to the Cash Deposit. The Depositor, concurrently with the execution and delivery hereof, does also hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase and Sale Agreement (other than its rights to indemnification pursuant to Section 4 thereof and rights to recovery of costs under Section 7 thereof). The Depositor shall cause the Reserve Accounts to be transferred to and held in the name of the Servicer on behalf of the Trustee as successor to the Mortgage Loan Seller and ____________________ Seller. In connection with the transfer and assignment of Mortgage Loans other than the ___________ InterestLoans, the Depositor does hereby deliver to, and deposit with, the Trustee, with a copy to the Servicer, the following documents or instruments with respect to each Mortgage Loan so assigned:
(i) the original of the related Note, endorsed by the Mortgage Loan Seller (or in the case of the seven Mortgage Loans originated by ULLICO, by ULLICO) in blank in the following form: "Pay to the order of ________________, without recourse" which the Trustee or its designee is authorized to complete and which Note and all endorsements thereof shall show a complete chain of endorsement from the Originator to the Mortgage Loan Seller;
(ii) the related original recorded Mortgage or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the related original recorded Assignment of Mortgage from ________________ ________ to the Mortgage Loan Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original Assignment of Mortgage executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be the related original Assignment of Mortgage executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located);
(iii) if the related security agreement is separate from the Mortgage, the original security agreement or a counterpart thereof, and if the security agreement is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original assignment of such security agreement from ____________________ to the Mortgage Loan Seller or a counterpart thereof and the related original assignment of such security agreement executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete;
(iv) a copy of each Form UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property, together with a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement to the Mortgage Loan Seller from ____________________ and a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be a copy of each Form UCC-2 or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed);
(v) the related original of the Loan Agreement, if any, relating to such Mortgage Loan or a counterpart thereof;
(vi) the related original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto;
(vii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original recorded Assignment of Leases, Rents and Profits or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the related original recorded reassignment of such instrument, if any, from _________ to the Mortgage Loan Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original reassignment of such instrument, if any, executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located) (any of which reassignments, however, may be included in a related Assignment of Mortgage and need not be a separate instrument);
(viii) copies of the original Environmental Reports with respect to the Mortgaged Property made in connection with origination of such Mortgage Loan;
(ix) if any related assignment of contracts is separate from the Mortgage, the original assignment of contracts or a counterpart thereof, and if the assignment of contracts is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original reassignment of such instrument from ____________________ to the Mortgage Loan Seller or a counterpart thereof and the related original reassignment of such instrument executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete;
(x) with respect to the related Reserve Accounts, if any, a copy of the original of any separate agreement with respect thereto between the related Borrower and the Originator;
(xi) the original letter of credit, if any, with respect thereto, together with any and all amendments thereto, including, without limitation, any amendment which entitles the Servicer to draw upon such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, and the original of each instrument or other item of personal property given as security for a Mortgage Loan possession of which by a secured party is necessary to a secured party's valid, perfected, first priority security interest therein, together with all assignments or endorsements thereof necessary to entitle the Servicer to enforce a valid, perfected, first priority security interest therein on behalf of the Trustee for the benefit of the Certificateholders;
(xii) with respect to the related Reserve Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the Mortgage Loan Seller's security interest in such Reserve Accounts and all funds contained therein, together with a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement to the Mortgage Loan Seller from ____________________ and a copy of each Form UCC-2 or UCC-3 UCC- 3 assignment, if any, of such financing statement executed by the Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to any Mortgage Loan originated by ULLICO, there will be a copy of each Form UCC-2 or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed); and
(xiii) copies of any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. In connection with the transfer and assignment of the ___________ Interest, the Depositor does hereby deliver to the Trustee, with a copy to the Servicer, with respect to the Interest, (i) the _________________ Certificate, (ii) a copy of the Agreement and (iii) copies of all releases of security interests relating to the Interest, such that the Trustee shall hold good and valid title to the ________ Interest, free and clear of any and all liens, encumbrances, pledges, charges or security interests of any nature. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete any Assignment of Mortgage delivered pursuant to clause (ii) above, any assignment of security agreement delivered pursuant to clause (iii) above, any Form UCC-2 or UCC-3 assignment delivered pursuant to clause (iv) and (xii) above, any reassignment of Assignment of Leases, Rents and Profits delivered pursuant to clause (vii) above and any reassignment of assignment of contracts delivered pursuant to clause (ix) above, in each case, by inserting the name of the Trustee as assignee and delivering to the Servicer (1) for recordation, (a) each Assignment of Mortgage referred to in Section 2.1(ii) which has not yet been submitted for recordation and (b) each reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.1(vii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) for filing, each UCC-2 or UCC-3 financing statement assignment referred to in Section 2.1(iv) and (xii) which has not yet been submitted for filing. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete the endorsement of the Note by inserting the name of the Trustee as endorsee. The Servicer shall, upon deliveryreceipt, promptly submit for recording or filing, as the case may be, in the appropriate public recording or filing office, each such document. In the event that any such document is lost or returned unrecorded because of a defect therein, the Servicer shall use its best efforts to promptly prepare a substitute document for signature by the Depositor, Depositor or Mortgage Loan Seller or ULLICOSeller, as applicable, and thereafter the Servicer shall cause each such document to be duly recorded. The Servicer shall, promptly upon receipt of the original of each such recorded document (and in no event later than _____ Business Days following such receipt)document, deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.1, in those instances where the public recording office retains the original Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, after any such document has been recorded, the obligations hereunder of the Depositor shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Depositor or the Servicer will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Depositor or the Servicer shall promptly cause the UCC-1s, UCC-2s and UCC-3s referred to in Section 2.1(iv) and (xii) to be filed in the applicable public recording or filing office and upon filing will promptly deliver to the Custodian the related UCC-1, UCC-2 or UCC-3 with evidence of filing thereon. All original documents relating to the Mortgage Loans which are not delivered to the Custodian are and shall be held by the Trustee or the Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Trustee Mortgage File, such document shall be delivered promptly to the Custodian. If the Depositor cannot deliver any original or certified recorded document described in Section 2.1 on the Closing Date, the Depositor shall use its best efforts, promptly upon receipt thereof and in any case not later than [__ _] days from the Closing Date, to deliver or cause to be delivered such original or certified recorded documents to the Custodian (unless the Depositor is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, in which case the Depositor or the Servicer shall notify the Custodian and the Trustee in writing of such delay and shall deliver such documents to the Custodian promptly upon the Depositor's or the Servicer's receipt thereof).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Conveyance and Assignment of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust, appoint the Trustee to serve as trustee of such trust and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and all Reserve Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all scheduled payments of interest and principal due after the Cut-off Date (whether or not received) and all payments of interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans after the Cut-off Date, other than any such payments of interest or principal which were due on or prior to the Cut-off Date. In connection with such transfer and assignment of all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, the Depositor shall make a cash deposit to the Collection Account on the Closing Date in an amount equal to the Cash Deposit. The Depositor, concurrently with the execution and delivery hereof, does also hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase and Sale Agreement Agreements (other than its rights to indemnification pursuant to Section 4 thereof and rights the right to recovery or payment of costs certain transaction expenses, including certain estimated expenses, to the extent provided in each such Mortgage Loan Purchase Agreement and the right to receive certain indemnification payments under Section 7 thereofthe Indemnification Certificate required of the applicable Seller under each such Mortgage Loan Purchase Agreement). The Depositor shall cause the Reserve Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Seller and ____________________ Trustee. In connection with the transfer and assignment of its right, title and interest in the Mortgage Loans other than the ___________ InterestLoans, the Depositor does hereby deliver to, and deposit with, the Trustee, with a copy to the Master Servicer, the following documents or instruments with respect to each such Mortgage Loan so assignedLoan:
(i) the original of the related Note, endorsed by the Mortgage Loan applicable Seller (or in the case of the seven Mortgage Loans originated by ULLICO, by ULLICO) in blank in the following form: "Pay to the order of ________________, without recourse" which the Trustee or its designee is authorized to complete and which Note and all endorsements thereof shall show a complete chain of endorsement from the Originator to the Mortgage Loan applicable Seller;
(ii) the related original recorded Mortgage or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the each related original recorded Assignment of Mortgage which, together with other such Assignments of Mortgage, shows a complete chain of assignment of the related Mortgage from ________________ ________ the applicable Originator to the Mortgage Loan applicable Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original Assignment of Mortgage executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be the related original Assignment of Mortgage executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan applicable Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located);
(iii) if the related security agreement is separate from the Mortgage, the original security agreement or a counterpart thereof, and if the security agreement is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original assignment of such security agreement from ____________________ to the Mortgage Loan applicable Seller or a counterpart thereof and the related original assignment of such security agreement executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete;
(iv) a the acknowledgement copy of each Form UCC-1 financing statementstatement (file stamped to show the filing or recording thereof in the applicable public filing or recording office), if any, filed or recorded with respect to personal property or fixtures constituting a part of the related Mortgaged Property, or a copy thereof in the form submitted for filing or recording, together with a copy of each Form UCC-2 or UCC-3 assignmentassignment (file stamped to show the filing or recording thereof in the applicable public filing or recording office), if any, filed or recorded with respect to such financing statement which, together with other such assignments, shows a complete chain of assignment of such financing statement from the applicable Originator to the Mortgage Loan Seller from ____________________ applicable Seller, or a copy thereof in the form submitted for filing or recording, and a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing or recording information which is not yet available to the Mortgage Loan applicable Seller, is in suitable form for filing or recording in the filing or recording office in which such financing statement was filed); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be a copy of each Form UCC-2 filed or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filedrecorded);
(v) the related original of the Loan Agreement, if any, relating to such Mortgage Loan or a counterpart thereof;
(vi) the related original lender's title insurance policy (or the original pro forma or specimen title insurance policypolicy or the original marked, redated and recertified commitment for lender's title insurance policy issued with respect to the related Mortgage for the purpose of closing), together with any endorsements theretoor riders thereto that were issued with or subsequent to the issuance of such policy;
(vii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original recorded Assignment of Leases, Rents and Profits or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the each related original recorded reassignment of such instrument, if any, which, together with other such reassignments, shows a complete chain of assignment of such instrument from _________ the applicable Originator to the Mortgage Loan applicable Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original reassignment of such instrument, if any, executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan applicable Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located) (any of which reassignments, however, may be included in a related Assignment of Mortgage and need not be a separate instrument);
(viii) copies of the original Environmental Reports or a counterpart of each environmental warranty or indemnity agreement, if any, with respect to the Mortgaged Property made in connection with origination of such Mortgage Loan;
(ix) if any related assignment of contracts is separate from the Mortgage, the original assignment of contracts or a counterpart thereof, and if the assignment of contracts is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original reassignment of such instrument from ____________________ to the Mortgage Loan applicable Seller or a counterpart thereof and the related original reassignment of such instrument executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete;
(x) with respect to the related Reserve Accounts, if any, a copy of the original of any separate agreement with respect thereto between the related Borrower and the Originator (and, if the Seller is not the Originator, together with an assignment of the agreement to the Seller);
(xi) the original of any other written agreement, instrument or document securing such Mortgage Loan, including, without limitation, originals of any guaranties with respect to such Mortgage Loan or the original letter of credit, if any, with respect thereto, together with any and all amendments thereto, including, without limitation, any amendment which entitles the Master Servicer to draw upon such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, and the original of each instrument or other item of personal property given as security for a Mortgage Loan possession of which by a secured party is necessary to a secured party's valid, perfected, first priority security interest therein, together with all assignments or endorsements thereof necessary to entitle the Master Servicer to enforce a valid, perfected, first priority security interest therein on behalf of the Trustee for the benefit of the Certificateholders;
(xii) with respect to the related Reserve Accounts, if any, a the acknowledgement copy of the each UCC-1 financing statementsstatement (file stamped to show the filing thereof in the applicable public filing office), if any, submitted for filing filed with respect to the Mortgage Loan Seller's security interest of the applicable Originator in such Reserve Accounts and all funds contained therein, or a copy thereof in the form submitted for filing, together with a copy of each Form UCC-2 or UCC-3 assignmentassignment (file stamped to show the filing thereof in the applicable public filing office), if any, filed with respect to such financing statement, which assignment, together with all other such assignments, shows a complete chain of assignment of such financing statement from the applicable Originator to the Mortgage Loan Seller from ____________________ applicable Seller, or a copy thereof in the form submitted for filing, and a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan applicable Seller is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to any Mortgage Loan originated by ULLICO, there will be a copy ;
(xiii) the original of each Form UCC-2 assumption, consolidation or UCC-3 Assignmentsubsti- tution agreement, if any, with evidence of such financing statement recording thereon, where appropriate (or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording);
(xiv) if any document or instrument described above is signed by ULLICO an attorney in blank which the Trustee fact or its designee is authorized to complete (and but for the insertion similar agent on behalf of the name related Borrower or another party, the original of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed)applicable power of attorney or a counterpart thereof; and
(xiiixv) originals or copies of any and all amendments, modifications modifica- tions and supplements to, and waivers related to, any of the foregoing. In connection with the transfer and assignment of the ___________ Interest, the Depositor does hereby deliver to the Trustee, with a copy to the Servicer, with respect to the Interest, (i) the _________________ Certificate, (ii) a copy of the Agreement and (iii) copies of all releases of security interests relating to the Interest, such that the Trustee shall hold good and valid title to the ________ Interest, free and clear of any and all liens, encumbrances, pledges, charges or security interests of any nature. On or promptly following the Closing Date, the Trustee or its designee or the Custodian, as applicable, shallshall at the expense of the Sellers, to the extent possession thereof has been delivered to it, complete any Assignment of Mortgage delivered in blank pursuant to clause (ii) above, any assignment of security agreement delivered in blank pursuant to clause (iii) above, any Form UCC-2 or UCC-3 assignment delivered in blank pursuant to clause (iv) and or (xii) above, any reassignment of Assignment of Leases, Rents and Profits delivered in blank pursuant to clause (vii) above and any reassignment of assignment of contracts delivered in blank pursuant to clause (ix) above, in each case, by inserting the name of the Trustee as assignee and delivering to the Master Servicer (1) for recordation, (a) each Assignment of Mortgage referred to in Section 2.1(iiclause (ii) above which has not yet been submitted for recordation and (b) each reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.1(viiclause (vii) above (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) for filingfiling or recordation, each Form UCC-1 financing statement and Form UCC-2 or UCC-3 financing statement assignment referred to in Section 2.1(ivclause (iv) and or (xii) above which has not yet been submitted for filingfiling or recordation. On or promptly following the Closing Date (but in no event more than 60 days after the Closing Date), the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete the endorsement of the Note by inserting the name of the Trustee as endorsee. The Master Servicer shall, upon deliveryreceipt, promptly submit (or cause a third party contractor to promptly submit) for recording or filing, as the case may be, in the appropriate public recording or filing office, each such documentdocument (other than the Notes) at the expense of the applicable Seller. In the event that any such document is lost or returned unrecorded or unfiled because of a defect therein, the Master Servicer shall use its best efforts to promptly prepare (or cause the applicable Seller or a qualified third party contractor to promptly prepare) a substitute document for signature by the Depositor, Mortgage Loan Seller Depositor or ULLICOthe applicable Seller, as applicable, and thereafter the Master Servicer (or such third party) shall cause each such document to be duly recordedrecorded or filed at the expense of the applicable Seller. The Master Servicer shall, promptly upon receipt of the original of each such recorded document (and in no event later than _____ Business Days following such receipt)or filed document, deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.1, in those instances where the public recording office retains the original Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, after any such document has been recorded, the obligations hereunder of the Depositor shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, Profits certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma or specimen title insurance policy or a marked, redated and recertified commitment for lender's title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Depositor or the Master Servicer will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Depositor or the Servicer shall promptly cause the UCC-1s, UCC-2s and UCC-3s referred to in Section 2.1(iv) and (xii) to be filed in the applicable public recording or filing office and upon filing will promptly deliver to the Custodian the related UCC-1, UCC-2 or UCC-3 with evidence of filing thereon. All original documents relating to the Mortgage Loans to the extent delivered by the Depositor which are not delivered to the Custodian are and shall be held by the Trustee or the Master Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Trustee Mortgage File, such document shall be delivered promptly to the Custodian. If the Depositor cannot deliver any original or certified recorded or filed document described in this Section 2.1 on the Closing Date, the Depositor shall use its best efforts, promptly upon receipt thereof and in any case not later than __ 45 days from the Closing Date, to deliver or cause to be delivered such original or certified recorded or filed documents to the Custodian (unless the Depositor is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording or filing office, in which case the Depositor or the Master Servicer shall notify the Custodian and the Trustee in writing of such delay and shall deliver such documents to the Custodian promptly upon the Depositor's or the Master Servicer's receipt thereof).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Conveyance and Assignment of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and all Reserve Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all scheduled payments of interest and principal due after the Cut-off Date (whether or not received) and all payments of interest and principal received by the Depositor or the Servicer on or with respect to the Mortgage Loans after the Cut-off Date. In connection with such transfer and assignment of all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, the Depositor shall make a cash deposit to the Collection Account on the Closing Date in an amount equal to the Cash Deposit. The Depositor, concurrently with the execution and delivery hereof, does also hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the MCFC Mortgage Loan Purchase and Sale Agreement, the Midland Mortgage Loan Purchase and Sale Agreement and the SBMCG Mortgage Loan Purchase and Sale Agreement (other than its rights to indemnification pursuant to Section 4 thereof and rights (i) the right to recovery of costs certain transaction expenses, including certain estimated expenses, and the right to receive certain indemnification payments as set forth in Sections 1 and 5, respectively, of each such Mortgage Loan Purchase and Sale Agreement, and (ii) the representations and warranties of SBMCG under Section 7 thereof2(c) of the SBMCG Mortgage Loan Purchase and Sale Agreement). The Depositor shall cause the Reserve Accounts to be transferred to and held in the name of the Servicer on behalf of the Trustee as successor to the applicable Mortgage Loan Seller and ____________________ Seller. In connection with the transfer and assignment of Mortgage Loans other than the ___________ InterestLoans, the Depositor does hereby deliver to, and deposit with, the Trustee, with a copy to the Servicer, the following documents or instruments with respect to each Mortgage Loan so assigned:
(i) the original of the related Note, endorsed by the applicable Mortgage Loan Seller (or in the case of the seven Mortgage Loans originated by ULLICO, by ULLICO) in blank in the following form: "Pay to the order of ________________, without recourse" which the Trustee or its designee is authorized to complete and which Note and all endorsements thereof shall show a complete chain of endorsement from the Originator to the applicable Mortgage Loan Seller, except with respect to Loan Number 58, as to which a Mortgage Consolidation, Modification and Extension Agreement has been assigned in blank by the applicable Mortgage Loan Seller, and which the Trustee or its designee is authorized to complete;
(ii) the related original recorded Mortgage or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the related original recorded Assignment of Mortgage from ________________ ________ to the applicable Mortgage Loan Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original Assignment of Mortgage executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be the related original Assignment of Mortgage executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the applicable Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located);
(iii) if the related security agreement is separate from the Mortgage, the original security agreement or a counterpart thereof, and if the security agreement is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original assignment of such security agreement from ____________________ to the applicable Mortgage Loan Seller or a counterpart thereof and the related original assignment of such security agreement executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete;
(iv) a copy of each Form UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property, together with a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement to the applicable Mortgage Loan Seller from ____________________ and a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be a copy of each Form UCC-2 or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of assignee and any related filing information which is not yet available to the applicable Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed);
(v) the related original of the Loan Agreement, if any, relating to such Mortgage Loan or a counterpart thereof;
(vi) the related original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto;
(vii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original recorded Assignment of Leases, Rents and Profits or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the related original 44 recorded reassignment of such instrument, if any, from _________ to the applicable Mortgage Loan Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original reassignment of such instrument, if any, executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the applicable Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located) (any of which reassignments, however, may be included in a related Assignment of Mortgage and need not be a separate instrument);
(viii) copies of the original Environmental Reports with respect to the Mortgaged Property made in connection with the origination of such Mortgage Loan;
(ix) if any related assignment of contracts is separate from the Mortgage, the original assignment of contracts or a counterpart thereof, and if the assignment of contracts is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original reassignment of such instrument from ____________________ to the applicable Mortgage Loan Seller or a counterpart thereof and the related original reassignment of such instrument executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete;
(x) with respect to the related Reserve Accounts, if any, a copy of the original of any separate agreement with respect thereto between the related Borrower and the Originator;
(xi) the original of any other written agreement, instrument or document securing such Mortgage Loan, including, without limitation, originals of any guaranties with respect to such Mortgage Loan or the original letter of credit, if any, with respect thereto, together with any and all amendments thereto, including, without limitation, any amendment which entitles the Servicer to draw upon such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, and the original of each instrument or other item of personal property given as security for a Mortgage Loan possession of which by a secured party is necessary to a secured party's valid, perfected, first priority security interest therein, together with all assignments or endorsements thereof necessary to entitle the Servicer to enforce a valid, perfected, first priority security interest therein on behalf of the Trustee for the benefit of the Certificateholders;; 45
(xii) with respect to the related Reserve Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the Mortgage Loan Seller's security interest of the applicable Originator in such Reserve Accounts and all funds contained therein, together with a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement to the applicable Mortgage Loan Seller from ____________________ and a copy of each Form UCC-2 UCC- 2 or UCC-3 assignment, if any, of such financing statement executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the applicable Mortgage Loan Seller is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to any Mortgage Loan originated by ULLICO, there will be a copy of each Form UCC-2 or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed); and
(xiii) copies of any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. In connection with the transfer and assignment of the ___________ Interest, the Depositor does hereby deliver to the Trustee, with a copy to the Servicer, with respect to the Interest, (i) the _________________ Certificate, (ii) a copy of the Agreement and (iii) copies of all releases of security interests relating to the Interest, such that the Trustee shall hold good and valid title to the ________ Interest, free and clear of any and all liens, encumbrances, pledges, charges or security interests of any nature. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete any Assignment of Mortgage delivered pursuant to clause (ii) above, any assignment of security agreement delivered pursuant to clause (iii) above, any Form UCC-2 or UCC-3 assignment delivered pursuant to clause (iv) and (xii) above, any reassignment of Assignment of Leases, Rents and Profits delivered pursuant to clause (vii) above and any reassignment of assignment of contracts delivered pursuant to clause (ix) above, in each case, by inserting the name of the Trustee as assignee and delivering to the Servicer (1) for recordation, (a) each Assignment of Mortgage referred to in Section 2.1(ii) which has not yet been submitted for recordation and (b) each reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.1(vii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) for filing, each UCC-2 or UCC-3 financing statement assignment referred to in Section 2.1(iv) and (xii) which has not yet been submitted for filing. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete the endorsement of the Note by inserting the name of the Trustee as endorsee. The Servicer shall, upon deliveryreceipt, promptly submit for recording or filing, as the case may be, in the appropriate public recording or filing office, each such document. In the event that any such document is lost or returned unrecorded because of a defect therein, the Servicer shall use its best efforts to promptly prepare a substitute document for signature by the Depositor, Depositor or the applicable Mortgage Loan Seller or ULLICOSeller, as applicable, and thereafter the Servicer shall cause each such document to be duly recorded. The Servicer shall, promptly upon receipt of the original of each such recorded document (and in no event later than _____ Business Days following such receipt)document, deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.1, in those instances where the public recording office retains the original Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, after any such document has been recorded, the obligations hereunder of the Depositor shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Depositor or the Servicer will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Depositor or the Servicer shall promptly cause the UCC-1s, UCC-2s and UCC-3s referred to in Section 2.1(iv) and (xii) to be filed in the applicable public recording or filing office and upon filing will promptly deliver to the Custodian the related UCC-1, UCC-2 or UCC-3 with evidence of filing thereon. All original documents relating to the Mortgage Loans which are not delivered to the Custodian are and shall be held by the Trustee or the Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Trustee Mortgage File, such document shall be delivered promptly to the Custodian. If the Depositor cannot deliver any original or certified recorded document described in this Section 2.1 on the Closing Date, the Depositor shall use its best efforts, promptly upon receipt thereof and in any case not later than __ 45 days from the Closing Date, to deliver or cause to be delivered such original or certified recorded documents to the Custodian (unless the Depositor is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, in which case the Depositor or the Servicer shall notify the Custodian and the Trustee in writing of such delay and shall deliver such documents to the Custodian promptly upon the Depositor's or the Servicer's receipt thereof).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Midland Realty Accept Corp Com Mort Pass THR Cert Se 1996-C1)
Conveyance and Assignment of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust, appoint the Trustee to serve as trustee of such trust and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment payments in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and all Reserve Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all scheduled payments of interest and principal due after the Cut-off Date (whether or not received) and all payments of interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans after the Cut-off Date, other than any such payments of interest or principal which were due on or prior to the Cut-off Date. In connection with such transfer and assignment of all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, the Depositor shall make a cash deposit to the Collection Account on the Closing Date in an amount equal to the Cash Deposit. The Depositor, concurrently with the execution and delivery hereof, does also hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase and Sale Agreement Agreements (other than its the right to recovery or payment of certain transaction expenses, including certain estimated expenses, to the extent provided in each such Mortgage Loan Purchase Agreement and the right to receive certain indemnification payments under the Indemnification Certificate required of the applicable Seller under each such Mortgage Loan Purchase Agreement) and all rights and remedies of Column under the Third Party Originator Agreements to the extent assigned to the Depositor under the Column Mortgage Loan Purchase Agreement (but not including any rights of Column to indemnification pursuant to or contribution under Section 4 thereof and rights to recovery of costs under Section 7 thereofthe Seller's Warranty Certificate dated as of November 22, 1999 from the Third Party Originator, which is one of the Third Party Originator Agreements). The Depositor shall cause the Reserve Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Seller and ____________________ Trustee. In connection with the transfer and assignment of its right, title and interest in the Mortgage Loans other than the ___________ InterestLoans, the Depositor does hereby deliver to, and deposit with, the Custodian on behalf of the Trustee, with a copy to the Master Servicer, the following documents or instruments with respect to each such Mortgage Loan so assignedLoan:
(i) the original of the related Note, endorsed by the Mortgage Loan applicable Seller (or in the case of the seven Mortgage Loans originated by ULLICO, by ULLICO) in blank in the following form: "Pay to the order of ________________, without recourse" which the Trustee or its designee is authorized to complete and which Note and all endorsements thereof shall show a complete chain of endorsement from the Originator to the Mortgage Loan applicable Seller, or in the case of a missing Note, a lost note affidavit and indemnity in favor of the Depositor, the Trustee and its successors and assigns;
(iiA) the related original recorded Mortgage Mortgage, or a copy thereof reflecting recordation, or a copy thereof certified by the related title insurance company, public recording office or office, closing agent or Seller to be in the form in which executed or submitted for recording, the together with each related original recorded Assignment of Mortgage which, together with other such Assignments of Mortgage, shows a complete chain of assignment of the related Mortgage from ________________ ________ the applicable Originator to the Mortgage Loan Seller applicable Seller, or a copy thereof reflecting recordation, or a copy thereof certified by the related title insurance company, public recording office or office, closing agent or Seller to be in the form in which executed or submitted for recording and (B) the related original Assignment of Mortgage executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be the related original Assignment of Mortgage executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan applicable Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located);
(iii) if the related security agreement is separate from the Mortgage, the original security agreement or a counterpart copy thereof, and if the security agreement is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original assignment of such security agreement from ____________________ to the Mortgage Loan applicable Seller or a counterpart copy thereof and the related an original assignment of such security agreement executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete;
(ivA) a the acknowledgement copy of each Form UCC-1 financing statementstatement (file stamped to show the filing or recording thereof in the applicable public filing or recording office), if any, filed or recorded with respect to personal property or fixtures constituting a part of the related Mortgaged Property, or a copy thereof in the form submitted for filing or recording, together with a copy of each Form UCC-2 or UCC-3 assignmentassignment (file stamped to show the filing or recording thereof in the applicable public filing or recording office), if any, filed or recorded with respect to such financing statement which, together with other such assignments, shows a complete chain of assignment of such financing statement from the applicable Originator to the Mortgage Loan Seller from ____________________ and applicable Seller, or a copy of thereof in the form submitted for filing or recording, and (B) each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing or recording information which is not yet available to the Mortgage Loan applicable Seller, is in suitable form for filing or recording in the filing or recording office in which such financing statement was filed); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be a copy of each Form UCC-2 filed or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filedrecorded);
(v) the related original of the Loan Agreement, if any, relating to such Mortgage Loan or a counterpart copy thereof;
(vi) the related original lender's title insurance policy (or the original pro forma or specimen title insurance policypolicy or the original marked, redated and recertified commitment for lender's title insurance policy issued with respect to the related Mortgage for the purpose of closing), or a copy thereof, together with any endorsements theretoor riders thereto that were issued with or subsequent to the issuance of such policy;
(vii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, (A) the original recorded Assignment of Leases, Rents and Profits Profits, or a copy thereof reflecting recordation, or a copy thereof certified by the related title insurance company, public recording office or office, closing agent or Seller to be in the form in which executed or submitted for recording, the together with each related original recorded reassignment of such instrument, if any, which, together with other such reassignments, shows a complete chain of assignment of such instrument from _________ the applicable Originator to the Mortgage Loan Seller applicable Seller, or a copy thereof reflecting recordation, or a copy thereof certified by the related title insurance company, public recording office or office, closing agent or Seller to be in the form in which executed or submitted for recording recording, and (B) the related original reassignment of such instrument, if any, executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan applicable Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located) (any of which reassignments, however, may be included in a related Assignment of Mortgage and need not be a separate instrument);
(viii) copies of the original Environmental Reports or a counterpart of each environmental warranty or indemnity agreement, if any, with respect to the Mortgaged Property made in connection with origination of such Mortgage LoanLoan and any Environmental Insurance Policy or Group Environmental Insurance Policy;
(ix) if any related assignment of contracts is separate from the Mortgage, the original assignment of contracts or a counterpart copy thereof, and if the assignment of contracts is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original reassignment of such instrument from ____________________ to the Mortgage Loan applicable Seller or a counterpart copy thereof and the related an original reassignment of such instrument executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete;
(x) with respect to the related Reserve Accounts, if any, a copy of the original of any separate agreement with respect thereto between the related Borrower and the Originator (and, if the Seller is not the Originator, together with an assignment of the agreement to the Seller);
(xi) the original of any other written agreement, instrument or document securing such Mortgage Loan, including, without limitation, originals of any guaranties with respect to such Mortgage Loan or the original letter of credit, if any, with respect thereto, together with any and all amendments thereto, including, without limitation, any amendment which entitles the Master Servicer to draw upon such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, and the original of each instrument or other item of personal property given as security for a Mortgage Loan possession of which by a secured party is necessary to a secured party's valid, perfected, first priority security interest therein, together with all assignments or endorsements thereof necessary to entitle the Master Servicer to enforce a valid, perfected, first priority security interest therein on behalf of the Trustee for the benefit of the Certificateholders;
(xii) with respect to the related Reserve Accounts, if any, a (A) the acknowledgement copy of the each Form UCC-1 financing statementsstatement (file stamped to show the filing thereof in the applicable public filing office), if any, submitted for filing filed with respect to the Mortgage Loan Seller's security interest of the applicable Originator in such Reserve Accounts and all funds contained therein, or a copy thereof in the form submitted for filing, together with a copy of each Form UCC-2 or UCC-3 assignmentassignment (file stamped to show the filing thereof in the applicable public filing office), if any, filed with respect to such financing statement, which assignment, together with all other such assignments, shows a complete chain of assignment of such financing statement from the applicable Originator to the Mortgage Loan Seller from ____________________ and applicable Seller, or a copy of thereof in the form submitted for filing, and (B) each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan applicable Seller is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to any Mortgage Loan originated by ULLICO, there will be ;
(xiii) the original or a copy of each Form UCC-2 assumption, consolidation or UCC-3 Assignmentsubstitution agreement, if any, with evidence of recording thereon, where appropriate (or a copy thereof certified by the related title insurance company, public recording office, closing agent or Seller to be in the form in which executed or submitted for recording);
(xiv) a copy of each ground lease, as amended, if any, of such financing statement executed by ULLICO all or any portion of the related Mortgaged Property;
(xv) a copy of the power of attorney in blank which favor of the Master Servicer and the Trustee or its designee is authorized to complete (and but for the insertion described in Section 1(h) of the name applicable Mortgage Loan Purchase Agreement, and, if any document or instrument described above is signed by an attorney in fact or similar agent on behalf of the assignee and any related filing information which is not yet available to Borrower or another party, the Mortgage Loan Seller, is in suitable form for filing in original of the filing office in which such financing statement was filed)applicable power of attorney or a copy thereof; and
(xiiixvi) originals or copies of any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. In connection with the transfer and assignment of the ___________ Interest; provided, the Depositor does hereby deliver to the Trusteehowever, with a copy to the Servicer, that if there exists with respect to any Cross-Collateralized Group only one original of any document described in clauses (i)-(xvi) of this paragraph which pertains to all of the InterestMortgage Loans in such Cross-Collateralized Group, (i) the _________________ Certificate, (ii) inclusion of the original of such document in the Trustee Mortgage File for any of such Mortgage Loans and the inclusion of a copy of the Agreement and (iii) copies such original in each of all releases of security interests relating to the Interest, such that the Trustee Mortgage Files for the other Mortgage Loans in such Cross-Collateralized Group shall hold good and valid title to be deemed the ________ Interest, free and clear inclusion of any and all liens, encumbrances, pledges, charges or security interests of any naturesuch original in the Trustee Mortgage File for each such Mortgage Loan. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shallMaster Servicer shall at the expense of the Sellers, to the extent possession thereof has been delivered to it, complete any Assignment of Mortgage delivered in blank pursuant to clause (iiii)(B) above, any assignment of security agreement delivered in blank pursuant to clause (iii) above, any Form UCC-2 or UCC-3 assignment delivered in blank pursuant to clause (iviv)(B) and or (xiixii)(B) above, any reassignment of Assignment of Leases, Rents and Profits delivered in blank pursuant to clause (viivii)(B) above and any reassignment of assignment of contracts delivered in blank pursuant to clause (ix) above, in each case, by inserting inserting: "Norwest Bank Minnesota, National Association, as trustee for the name Certificateholders of the Trustee PNC Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1999-CM1" as assignee and delivering to the Servicer shall deliver (1) for recordation, (a) each Assignment of Mortgage referred to in Section 2.1(iiclause (ii)(B) above which has not yet been submitted for recordation and (b) each reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.1(viiclause (vii)(B) above (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) for filingfiling or recordation, each Form UCC-2 or UCC-3 financing statement assignment referred to in Section 2.1(iv) and clause (xii) iv)B or (xii)B above which has not yet been submitted for filingfiling or recordation. On or promptly following the Closing Date (but in no event more than 45 days after the Closing Date), the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete the endorsement of the each Note by inserting inserting: "Norwest Bank Minnesota, National Association, as trustee for the name Certificateholders of the Trustee PNC Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1999-CM1" as endorsee. The Master Servicer shall, upon deliveryreceipt, promptly submit (or cause a third party contractor to promptly submit) for recording or filing, as the case may be, in the appropriate public recording or filing office, each such document. In the event that any such document is lost or returned unrecorded because of a defect therein, the Servicer shall use its best efforts to promptly prepare a substitute document for signature by the Depositor, Mortgage Loan Seller or ULLICO, as applicable, and thereafter the Servicer shall cause each such document to be duly recorded. The Servicer shall, promptly upon receipt of the original of each such recorded document (and in no event later other than _____ Business Days following such receipt), deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.1, in those instances where the public recording office retains the original Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, after any such document has been recorded, the obligations hereunder of the Depositor shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Depositor or the Servicer will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Depositor or the Servicer shall promptly cause the UCC-1s, UCC-2s and UCC-3s referred to in Section 2.1(iv) and (xii) to be filed in the applicable public recording or filing office and upon filing will promptly deliver to the Custodian the related UCC-1, UCC-2 or UCC-3 with evidence of filing thereon. All original documents relating to the Mortgage Loans which are not delivered to the Custodian are and shall be held by the Trustee or the Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Trustee Mortgage File, such document shall be delivered promptly to the Custodian. If the Depositor cannot deliver any original or certified recorded document described in Section 2.1 on the Closing Date, the Depositor shall use its best efforts, promptly upon receipt thereof and in any case not later than __ days from the Closing Date, to deliver or cause to be delivered such original or certified recorded documents to the Custodian (unless the Depositor is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, in which case the Depositor or the Servicer shall notify the Custodian and the Trustee in writing of such delay and shall deliver such documents to the Custodian promptly upon the Depositor's or the Servicer's receipt thereof).the
Appears in 1 contract
Samples: Pooling and Servicing Agreement (PNC Mort Accept Corp Commerc Mort Pass THR Cert Ser 1999 Cm1)
Conveyance and Assignment of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and all Reserve Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all scheduled payments of interest and principal due after the Cut-off Date (whether or not received) and all payments of interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans after the Cut-off Date, other than any such payments of interest or principal which were due on or prior to the Cut-off Date. In connection with such transfer and assignment of all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, the Depositor shall make a cash deposit to the Collection Account on the Closing Date in an amount equal to the Cash Deposit. The Depositor, concurrently with the execution and delivery hereof, does also hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Midland Mortgage Loan Purchase and Sale Agreement and the _____ Mortgage Loan Purchase and Sale Agreement (other than its rights to indemnification pursuant to Section 4 thereof and rights the right to recovery of costs under Section 7 thereofcertain transaction expenses, including certain estimated expenses, and the right to receive certain indemnification payments as set forth in Sections 1 and 5, respectively, of each such Mortgage Loan Purchase and Sale Agreement). The Depositor shall cause the Reserve Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Mortgage Loan Seller and ____________________ Seller. In connection with the transfer and assignment of its right, title and interest in the Mortgage Loans other than the ___________ InterestLoans, the Depositor does hereby deliver to, and deposit with, the Trustee, with a copy to the Master Servicer, the following documents or instruments with respect to each such Mortgage Loan so assignedLoan:
(i) the original of the related Note, endorsed by the applicable Mortgage Loan Seller (or in the case of the seven Mortgage Loans originated by ULLICO, by ULLICO) in blank in the following form: "Pay to the order of ________________, without recourse" which the Trustee or its designee is authorized to complete and which Note and all endorsements thereof shall show a complete chain of endorsement from the Originator to the applicable Mortgage Loan Seller;
(ii) the related original recorded Mortgage or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the each related original recorded Assignment of Mortgage which, together with other such Assignments of Mortgage, shows a complete chain of assignment of the related Mortgage from ________________ ________ the applicable Originator to the applicable Mortgage Loan Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original Assignment of Mortgage executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be the related original Assignment of Mortgage executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the applicable Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located);
(iii) if the related security agreement is separate from the Mortgage, the original security agreement or a counterpart thereof, and if the security agreement is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original assignment of such security agreement from ____________________ to the applicable Mortgage Loan Seller or a counterpart thereof and the related original assignment of such security agreement executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete;
(iv) a the acknowledgement copy of each Form UCC-1 financing statementstatement (file stamped to show the filing or recording thereof in the applicable public filing or recording office), if any, filed or recorded with respect to personal property or fixtures constituting a part of the related Mortgaged Property, or a copy thereof in the form submitted for filing or recording, together with a copy of each Form UCC-2 or UCC-3 assignmentassignment (file stamped to show the filing or recording thereof in the applicable public filing or recording office), if any, filed or recorded with respect to such financing statement which, together with other such assignments, shows a complete chain of assignment of such financing statement from the applicable Originator to the applicable Mortgage Loan Seller from ____________________ Seller, or a copy thereof in the form submitted for filing or recording, and a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing or recording information which is not yet available to the applicable Mortgage Loan Seller, is in suitable form for filing or recording in the filing or recording office in which such financing statement was filed); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be a copy of each Form UCC-2 filed or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filedrecorded);
(v) the related original of the Loan Agreement, if any, relating to such Mortgage Loan or a counterpart thereof;
(vi) the related original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements theretoor riders thereto that were issued with or subsequent to the issuance of such policy;
(vii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original recorded Assignment of Leases, Rents and Profits or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the each related original recorded reassignment of such instrument, if any, which, together with other such reassignments, shows a complete chain of assignment of such instrument from _________ the applicable Originator to the applicable Mortgage Loan Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original reassignment of such instrument, if any, executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the applicable Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located) (any of which reassignments, however, may be included in a related Assignment of Mortgage and need not be a separate instrument);
(viii) copies of the original Environmental Reports or a counterpart of each environmental warranty or indemnity agreement, if any, with respect to the Mortgaged Property made in connection with origination of such Mortgage Loan;
(ix) if any related assignment of contracts is separate from the Mortgage, the original assignment of contracts or a counterpart thereof, and if the assignment of contracts is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original reassignment of such instrument from ____________________ to the applicable Mortgage Loan Seller or a counterpart thereof and the related original reassignment of such instrument executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete;
(x) with respect to the related Reserve Accounts, if any, a copy of the original of any separate agreement with respect thereto between the related Borrower and the Originator (and, if the Mortgage Loan Seller is not the Originator, together with an assignment of the agreement);
(xi) the original of any other written agreement, instrument or document securing such Mortgage Loan, including, without limitation, originals of any guaranties with respect to such Mortgage Loan or the original letter of credit, if any, with respect thereto, together with any and all amendments thereto, including, without limitation, any amendment which entitles the Master Servicer to draw upon such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, and the original of each instrument or other item of personal property given as security for a Mortgage Loan possession of which by a secured party is necessary to a secured party's valid, perfected, first priority security interest therein, together with all assignments or endorsements thereof necessary to entitle the Master Servicer to enforce a valid, perfected, first priority security interest therein on behalf of the Trustee for the benefit of the Certificateholders;
(xii) with respect to the related Reserve Accounts, if any, a the acknowledgement copy of the each UCC-1 financing statementsstatement (file stamped to show the filing thereof in the applicable public filing office), if any, submitted for filing filed with respect to the Mortgage Loan Seller's security interest of the applicable Originator in such Reserve Accounts and all funds contained therein, or a copy thereof in the form submitted for filing, together with a copy of each Form UCC-2 or UCC-3 assignmentassignment (file stamped to show the filing thereof in the applicable public filing office), if any, filed with respect to such financing statement, which assignment, together with all other such assignments, shows a complete chain of assignment of such financing statement from the applicable Originator to the applicable Mortgage Loan Seller from ____________________ Seller, or a copy thereof in the form submitted for filing, and a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the applicable Mortgage Loan Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the applicable Mortgage Loan Seller is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to any Mortgage Loan originated by ULLICO, there will be a copy (xiii) the original of each Form UCC-2 assumption, consolidation or UCC-3 Assignmentsubstitution agreement, if any, with evidence of such financing statement executed by ULLICO in blank which the Trustee recording thereon, where appropriate (or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed); and
(xiii) copies of any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. In connection with the transfer and assignment of the ___________ Interest, the Depositor does hereby deliver to the Trustee, with a copy to the Servicer, with respect to the Interest, (i) the _________________ Certificate, (ii) a copy of the Agreement and (iii) copies of all releases of security interests relating to the Interest, such that the Trustee shall hold good and valid title to the ________ Interest, free and clear of any and all liens, encumbrances, pledges, charges or security interests of any nature. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete any Assignment of Mortgage delivered pursuant to clause (ii) above, any assignment of security agreement delivered pursuant to clause (iii) above, any Form UCC-2 or UCC-3 assignment delivered pursuant to clause (iv) and (xii) above, any reassignment of Assignment of Leases, Rents and Profits delivered pursuant to clause (vii) above and any reassignment of assignment of contracts delivered pursuant to clause (ix) above, in each case, certified by inserting the name of the Trustee as assignee and delivering to the Servicer (1) for recordation, (a) each Assignment of Mortgage referred to in Section 2.1(ii) which has not yet been submitted for recordation and (b) each reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.1(vii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) for filingtitle insurance company, each UCC-2 or UCC-3 financing statement assignment referred to in Section 2.1(iv) and (xii) which has not yet been submitted for filing. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete the endorsement of the Note by inserting the name of the Trustee as endorsee. The Servicer shall, upon delivery, promptly submit for recording or filing, as the case may be, in the appropriate public recording or filing office, each such document. In the event that any such document is lost or returned unrecorded because of a defect therein, the Servicer shall use its best efforts to promptly prepare a substitute document for signature by the Depositor, Mortgage Loan Seller or ULLICO, as applicable, and thereafter the Servicer shall cause each such document to be duly recorded. The Servicer shall, promptly upon receipt of the original of each such recorded document (and in no event later than _____ Business Days following such receipt), deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.1, in those instances where the public recording office retains the original Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, after any such document has been recorded, the obligations hereunder of the Depositor shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office closing agent to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Depositor or the Servicer will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Depositor or the Servicer shall promptly cause the UCC-1s, UCC-2s and UCC-3s referred to in Section 2.1(iv) and (xii) to be filed in the applicable public recording or filing office and upon filing will promptly deliver to the Custodian the related UCC-1, UCC-2 or UCC-3 with evidence of filing thereon. All original documents relating to the Mortgage Loans which are not delivered to the Custodian are and shall be held by the Trustee or the Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Trustee Mortgage File, such document shall be delivered promptly to the Custodian. If the Depositor cannot deliver any original or certified recorded document described in Section 2.1 on the Closing Date, the Depositor shall use its best efforts, promptly upon receipt thereof and in any case not later than __ days from the Closing Date, to deliver or cause to be delivered such original or certified recorded documents to the Custodian (unless the Depositor is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, form in which case the Depositor executed or the Servicer shall notify the Custodian and the Trustee in writing of such delay and shall deliver such documents to the Custodian promptly upon the Depositor's or the Servicer's receipt thereofsubmitted for recording).;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Conveyance and Assignment of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and all Reserve Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all scheduled payments of interest and principal due after the Cut-off Date (whether or not received) and all payments of interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans after the Cut-off Date, other than any such payments of interest or principal which were due on or prior to the Cut-off Date. In connection with such transfer and assignment of all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, the Depositor shall make a cash deposit to the Collection Account on the Closing Date in an amount equal to the Cash Deposit. The Depositor, concurrently with the execution and delivery hereof, does also hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase and Sale Agreement Agreements (other than its rights to indemnification pursuant to Section 4 thereof and rights the right to recovery of costs certain transaction expenses, including certain estimated expenses, as set forth in Section 1 of each such Mortgage Loan Purchase Agreement and the right to receive certain indemnification payments under Section 7 thereofthe Indemnification Agreement required of the applicable Seller under each such Mortgage Loan Purchase Agreement). The Depositor shall cause the Reserve Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Seller and ____________________ applicable Seller. In connection with the transfer and assignment of its right, title and interest in the Mortgage Loans other than the ___________ InterestLoans, the Depositor does hereby deliver to, and deposit with, the Trustee, with a copy to the Master Servicer, the following documents or instruments with respect to each such Mortgage Loan so assignedLoan:
(i) the original of the related Note, endorsed by the Mortgage Loan applicable Seller (or in the case of the seven Mortgage Loans originated by ULLICO, by ULLICO) in blank in the following form: "Pay to the order of ________________, without recourse" which the Trustee or its designee is authorized to complete and which Note and all endorsements thereof shall show a complete chain of endorsement from the Originator to the Mortgage Loan applicable Seller;
(ii) the related original recorded Mortgage or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the each related original recorded Assignment of Mortgage which, together with other such Assignments of Mortgage, shows a complete chain of assignment of the related Mortgage from ________________ ________ the applicable Originator to the Mortgage Loan applicable Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original Assignment of Mortgage executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be the related original Assignment of Mortgage executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan applicable Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located);
(iii) if the related security agreement is separate from the Mortgage, the original security agreement or a counterpart thereof, and if the security agreement is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original assignment of such security agreement from ____________________ to the Mortgage Loan applicable Seller or a counterpart thereof and the related original assignment of such security agreement executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete;
(iv) a the acknowledgement copy of each Form UCC-1 financing statementstatement (file stamped to show the filing or recording thereof in the applicable public filing or recording office), if any, filed or recorded with respect to personal property or fixtures constituting a part of the related Mortgaged Property, or a copy thereof in the form submitted for filing or recording, together with a copy of each Form UCC-2 or UCC-3 assignmentassignment (file stamped to show the filing or recording thereof in the applicable public filing or recording office), if any, filed or recorded with respect to such financing statement which, together with other such assignments, shows a complete chain of assignment of such financing statement from the applicable Originator to the Mortgage Loan Seller from ____________________ applicable Seller, or a copy thereof in the form submitted for filing or recording, and a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing or recording information which is not yet available to the Mortgage Loan applicable Seller, is in suitable form for filing or recording in the filing or recording office in which such financing statement was filed); provided, that with respect to each of the seven Mortgage Loans originated by ULLICO, there will be a copy of each Form UCC-2 filed or UCC-3 Assignment, if any, of such financing statement executed by ULLICO in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filedrecorded);
(v) the related original of the Loan Agreement, if any, relating to such Mortgage Loan or a counterpart thereof;
(vi) the related original lender's title insurance policy (or the original pro forma or specimen title insurance policypolicy or the original marked, redated and recertified commitment for lender's title insurance policy issued with respect to the related Mortgage for the purpose of closing), together with any endorsements theretoor riders thereto that were issued with or subsequent to the issuance of such policy;
(vii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original recorded Assignment of Leases, Rents and Profits or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording, the each related original recorded 50 reassignment of such instrument, if any, which, together with other such reassignments, shows a complete chain of assignment of such instrument from _________ the applicable Originator to the Mortgage Loan applicable Seller or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording and the related original reassignment of such instrument, if any, executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan applicable Seller, is in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located) (any of which reassignments, however, may be included in a related Assignment of Mortgage and need not be a separate instrument);
(viii) copies of the original Environmental Reports or a counterpart of each environmental warranty or indemnity agreement, if any, with respect to the Mortgaged Property made in connection with origination of such Mortgage Loan;
(ix) if any related assignment of contracts is separate from the Mortgage, the original assignment of contracts or a counterpart thereof, and if the assignment of contracts is not assigned under the Assignments of Mortgage described in clause (ii) above, the related original reassignment of such instrument from ____________________ to the Mortgage Loan applicable Seller or a counterpart thereof and the related original reassignment of such instrument executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete;
(x) with respect to the related Reserve Accounts, if any, a copy of the original of any separate agreement with respect thereto between the related Borrower and the Originator (and, if the Seller is not the Originator, together with an assignment of the agreement to the Seller);
(xi) the original of any other written agreement, instrument or document securing such Mortgage Loan, including, without limitation, originals of any guaranties with respect to such Mortgage Loan or the original letter of credit, if any, with respect thereto, together with any and all amendments thereto, including, without limitation, any amendment which entitles the Master Servicer to draw upon such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, and the original of each instrument or other item of personal property given as security for a Mortgage Loan possession of which by a secured party is necessary to a secured party's valid, perfected, first priority security interest therein, together with all assignments or endorsements thereof necessary to entitle the Master Servicer to enforce a valid, perfected, first priority security interest therein on behalf of the Trustee for the benefit of the Certificateholders;
(xii) with respect to the related Reserve Accounts, if any, a the acknowledgement copy of the each UCC-1 financing statementsstatement (file stamped to show the filing thereof in the applicable public filing office), if any, submitted for filing filed with respect to the Mortgage Loan Seller's security interest of the applicable Originator in such Reserve Accounts and all funds contained therein, or a copy thereof in the form submitted for filing, together with a copy of each Form UCC-2 or UCC-3 assignmentassignment (file stamped to show the filing thereof in the applicable public filing office), if any, filed with respect to such financing statement, which assignment, together with all other such assignments, shows a complete chain of assignment of such financing statement from the applicable Originator to the Mortgage Loan Seller from ____________________ applicable Seller, or a copy thereof in the form submitted for filing, and a copy of each Form UCC-2 or UCC-3 assignment, if any, of such financing statement executed by the Mortgage Loan applicable Seller in blank which the Trustee or its designee is authorized to complete (and but for the insertion of the name of the assignee and any related filing information which is not yet available to the Mortgage Loan applicable Seller is in suitable form for filing in the filing office in which such financing statement was filed); provided, that with respect to any Mortgage Loan originated by ULLICO, there will be a copy ;
(xiii) the original of each Form UCC-2 assumption, consolidation or UCC-3 Assignmentsubstitution agreement, if any, with evidence of such financing statement recording thereon, where appropriate (or a copy thereof certified by the related title insurance company, public recording office or closing agent to be in the form in which executed or submitted for recording);
(xiv) if any document or instrument described above is signed by ULLICO an attorney in blank which the Trustee fact or its designee is authorized to complete (and but for the insertion similar agent on behalf of the name related Borrower or another party, the original of the assignee and any related filing information which is not yet available to the Mortgage Loan Seller, is in suitable form for filing in the filing office in which such financing statement was filed)applicable power of attorney or a counterpart thereof; and
(xiiixv) originals or copies of any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. In connection with the transfer and assignment of the ___________ Interest, the Depositor does hereby deliver to the Trustee, with a copy to the Servicer, with respect to the Interest, (i) the _________________ Certificate, (ii) a copy of the Agreement and (iii) copies of all releases of security interests relating to the Interest, such that the Trustee shall hold good and valid title to the ________ Interest, free and clear of any and all liens, encumbrances, pledges, charges or security interests of any nature. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete any Assignment of Mortgage delivered in blank pursuant to clause (ii) above, any assignment of security agreement delivered in blank pursuant to clause (iii) above, any Form UCC-2 or UCC-3 assignment delivered in blank pursuant to clause (iv) and or (xii) above, any reassignment of Assignment of Leases, Rents and Profits delivered in blank pursuant to clause (vii) above and any reassignment of assignment of contracts delivered in blank pursuant to clause (ix) above, in each case, by inserting the name of the Trustee as assignee and delivering to the Master Servicer (1) for recordation, (a) each Assignment of Mortgage referred to in Section 2.1(iiclause (ii) above which has not yet been submitted for recordation and (b) each reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.1(viiclause (vii) above (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) for filingfiling or recordation, each Form UCC-1 financing statement and Form UCC-2 or UCC-3 financing statement assignment referred to in Section 2.1(ivclause (iv) and or (xii) above which has not yet been submitted for filingfiling or recordation. On or promptly following the Closing Date, the Trustee or Custodian, as applicable, shall, to the extent possession thereof has been delivered to it, complete the endorsement of the Note by inserting the name of the Trustee as endorsee. The Master Servicer shall, upon deliveryreceipt, promptly submit (or cause a third party contractor to promptly submit) for recording or filing, as the case may be, in the appropriate public recording or filing office, each such documentdocument (other than the Notes) at the expense of the applicable Seller. In the event that any such document is lost or returned unrecorded or unfiled because of a defect therein, the Master Servicer shall use its best efforts to promptly prepare (or cause the applicable Seller or a qualified third party contractor to promptly prepare) a substitute document for signature by the Depositor, Mortgage Loan Seller Depositor or ULLICOthe applicable Seller, as applicable, and thereafter the Master Servicer (or such third party) shall cause each such document to be duly recordedrecorded or filed at the expense of the applicable Seller. The Master Servicer shall, promptly upon receipt of the original of each such recorded document (and in no event later than _____ Business Days following such receipt)or filed document, deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.1, in those instances where the public recording office retains the original Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, after any such document has been recorded, the obligations hereunder of the Depositor shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Assignment of Mortgage or reassignment of Assignment of Leases, Rents and Profits, if applicable, Profits certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma or specimen title insurance policy or a marked, redated and recertified commitment for lender's title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Depositor or the Master Servicer will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Depositor or the Servicer shall promptly cause the UCC-1s, UCC-2s and UCC-3s referred to in Section 2.1(iv) and (xii) to be filed in the applicable public recording or filing office and upon filing will promptly deliver to the Custodian the related UCC-1, UCC-2 or UCC-3 with evidence of filing thereon. All original documents relating to the Mortgage Loans to the extent delivered by the Depositor which are not delivered to the Custodian are and shall be held by the Trustee or the Master Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Trustee Mortgage File, such document shall be delivered promptly to the Custodian. If the Depositor cannot deliver any original or certified recorded or filed document described in this Section 2.1 on the Closing Date, the Depositor shall use its best efforts, promptly upon receipt thereof and in any case not later than __ 45 days from the Closing Date, to deliver or cause to be delivered such original or certified recorded or filed documents to the Custodian (unless the Depositor is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording or filing office, in which case the Depositor or the Master Servicer shall notify the Custodian and the Trustee in writing of such delay and shall deliver such documents to the Custodian promptly upon the Depositor's or the Master Servicer's receipt thereof).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass Through Certificates Series 1998 C1)
